TERMS AND CONDITIONS OF USE

IdeaScale Corporation ("IdeaScale") owns and operates the Internet site located at http://ideascale.com and blog and discussion boards on IdeaScale.com (collectively, the "Site"), located on servers in the United States. By accessing, browsing and/or using the pages in this Site, you agree to these terms and conditions ("Terms and Conditions"). THIS AGREEMENT CONTAINS DISCLAIMER AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. If you do not agree to these Terms and Conditions, do not access, browse or use this Site.

GRANT AND RESTRICTIONS ON USE

The materials published on this Site, and any other World Wide Web site owned, operated, licensed, or controlled by IdeaScale or any of its related, affiliated or subsidiary companies (collectively the "Materials") may not be copied or distributed, republished, uploaded, posted or transmitted in any way, except as otherwise permitted by IdeaScale or any of its relevant related, affiliated or subsidiary company or companies, as the case may be.
IdeaScale hereby grants you a limited license to use the Materials, features and services provided by IdeaScale on this Site, solely for your personal, non-commercial use, to post any idea ("Idea"), comment or other material, subject to these Terms and Conditions. All of the Materials available on this Site are proprietary and the subject of copyright and author's rights and nothing herein shall be construed as conferring in any manner, whether by implication, estoppel or otherwise, any title or ownership of, or exclusive use-rights to, any intellectual property right.

ACCEPTABLE USE POLICY

You are prohibited from transmitting any "sensitive" personally identifiable information over the Site, which may include, but not be limited to, any information about yourself or another person that may relate to health or medical conditions, social security numbers or national identifiers, credit card, bank account or other financial information, other information concerning trade union membership, sex life, political opinions, criminal charges or convictions, religious or philosophical beliefs, racial or ethnic origin, or other sensitive matters ("Sensitive Personal Information"). You are also prohibited: (i) from using the Site to send or post harassing, abusive, or threatening messages; (ii) transmit through the Web Site any information, data, text, files, links, software, or other materials that IdeaScale considers to be unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, pornographic, hateful, racially, ethnically or otherwise objectionable or which threatens our relationships with our partners, customers or suppliers; (iii) from attempting to conceal or misrepresent the identity of the sender or person submitting the information; (iv) disrupting the normal flow of the Site, including any dialogue on the Site or otherwise act in a manner that negatively affects other participants; (v) from sending spam or other direct marketing communications or posting, transmitting or linking to any unsolicited advertising, promotional materials, or any other forms of solicitation or commercial content; (vi) intentionally or unintentionally performing or promoting any activity that would violate any applicable local, state, national or international law, including but not limited to any regulations having the force of law while using or accessing the Site; (vii) posting or transmitting executable programming of any kind, including viruses, spyware, trojan horses, easter eggs, or any other form of computer programming; (viii) posting Submissions or using the Site in such a way that damages the image or rights of IdeaScale, other Users or third parties; and (ix) from creating any frames at any other Sites pertaining to any portions of this Site.

USER SUBMISSIONS

You give IdeaScale a non-exclusive, free, worldwide license for the duration of the applicable author's rights, to publish your remarks, ideas, graphics, photographs, or other information communicated to IdeaScale through this Site (together, the "Submission"). In addition to the right to publish, IdeaScale is also granted under said license the following rights, without limitation: (i) the right to reproduce; (ii) the right to transfer, which includes the distribution via computer and networks; (iii) the right to edit, modify, adapt, arrange, improve, correct, translate, in all or in part; (iv) the right to update/upgrade by adding or removing; and (v) the right to film, perform or post the Submission in any media. Except as described in our Privacy Policy, IdeaScale will not be required to treat any Submissions as confidential.

Your Submission, including any personally identifiable information, is voluntary and subject to the Privacy Policy. You are responsible for the content of the Submission and agree to defend (at IdeaScale's option and at your sole expense), indemnify and hold IdeaScale harmless from any damages, losses, costs, or expenses, including attorneys' fees, which IdeaScale may incur as a result of your Submission. If you are viewing this Site on a public computer or are otherwise using a computer to which multiple people have potential access, be sure to follow all relevant instructions to ensure you are sufficiently disconnected and logged off this Site and the computer system you are using to prevent unauthorized Submissions. IdeaScale retains the right to review, edit, or delete from this Site any Submission which IdeaScale in its sole discretion considers illegal, offensive, or otherwise inappropriate.

SUBMISSIONS OF IDEAS

The submission of your Idea to IdeaScale is entirely voluntary, non-confidential, gratuitous, and non-committal. You grant to IdeaScale and its designees a perpetual, irrevocable, non-exclusive fully-paid up and royalty free license to use any ideas, expression of ideas or other materials you submit (collectively, "Idea") to IdeaScale and ideascale.com without restrictions of any kind and without any payment or other consideration of any kind, or permission or notification, to you or any third party. The license shall include, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Idea, and all rights therein, in the name of IdeaScale, or its designees throughout the universe in perpetuity in any and all media now or hereafter known. You understand that IdeaScale may be working on the same or a similar Idea, that it may already know of such Idea from other sources, that it may simply wish to develop this (or a similar Idea) on its own or it may have taken/will take some other action. In return for IdeaScale' review and consideration of your Idea, you acknowledge that you have read, understand and agree to the terms enumerated below, and further agree that these terms shall apply to any additional material previously or later submitted, until such time as IdeaScale otherwise agrees in writing:

To the best of your knowledge, the Idea represents your own original work, you have all necessary rights to disclose the Idea to IdeaScale and in doing so or IdeaScale review and/or use of the Idea, will not infringe upon any other individual's or entity's whose rights.

You understand that disclosure of your Idea to IdeaScale does not establish a confidential relationship or obligate IdeaScale to treat the Idea (or any related materials) as secret or confidential.

You understand that IdeaScale has no obligation, either express or implied, to develop or use your idea and that no compensation is due to you or anyone else for any inadvertent or intentional use of that Idea, related Ideas or Ideas derived from your Idea. You understand that IdeaScale assumes no obligation with respect to any Idea unless and until IdeaScale enters into a written contract with you, and then only as expressed in that contract. For your own protection, we assume that you will rely on whatever patent protection you may want to secure, or have already secured, in your idea. In the absence of a separate formal contract, your rights shall be limited to those existing under the patent laws of the United States.

If your Idea is the subject of a pending or issued patent, you have disclosed or will disclose that fact to IdeaScale. To the extent you hold a patent in the Idea, IdeaScale acknowledges that no license under any patent is herein granted to IdeaScale. Any license to use a patented Idea shall be in the form of a written contract, in which event IdeaScale' obligations shall be only those expressed in such contract.

IdeaScale will give your Idea such consideration as is warranted by its sole judgment. IdeaScale' review of your Idea shall not be construed as any recognition of the novelty or originality of the Idea. IdeaScale is not obligated to give reasons for rejecting your Idea or to reveal IdeaScale' activities that are related to the subject matter of the submitted Idea.

Neither the discussion or negotiations between IdeaScale and you relating to the possible purchase or license of the Idea, nor the making of any offer for the purchase or license of the Idea, shall prejudice IdeaScale in any way, or be construed as recognition of the novelty, originality, priority, other rights or value of the submitted Idea. Further, IdeaScale consideration or its discussions or negotiations with you will not in any way impair IdeaScale right to contest the validity or infringement of your rights.

You acknowledge and declare that (a) you have read and fully understand these terms and appreciate the nature, extent and consequences of this Agreement, (b) the submission of my Idea to IdeaScale is entirely voluntary, and (c) IdeaScale, directly or indirectly, may (i) be working on the same Idea or a similar Idea to the Idea, or (ii) already know of such Idea from other sources, or (iii) simply wish to develop this Idea or as similar to the Idea on its own.

You agree that, except to the extent that these terms are superseded by a separate agreement in writing by you and IdeaScale, you hereby irrevocably release and forever discharge IdeaScale and its affiliates and subsidiaries from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against IdeaScale and its affiliates and subsidiaries or their respecting successors and assigns with respect to the Idea, including without limitation in respect of how IdeaScale and its affiliates and subsidiaries, directly or indirectly, use the Idea, with the sole exception in respect of the foregoing release and discharge being your right to bring a claim of patent infringement.

ACCESS TO SITE

IdeaScale reserves the right to review your Submissions in order to ensure compliance with these Terms and Conditions and our Privacy Policy. IdeaScale reserves the right to deny or revoke access to this Site, or any part thereof, at any time in its sole discretion, with or without cause. Your access to this Site will terminate upon the termination of these Terms and Conditions for any reason. While IdeaScale endeavors to ensure that this Site is available at all times, IdeaScale shall not be liable if, for any reason, this Site is unavailable at any time or for any period.

DISCLAIMER

THE MATERIALS AND INFORMATION ON THIS SITE MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. IdeaScale MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME WITHOUT NOTICE. THE MATERIALS, INFORMATION AND SERVICES ON THIS SITE ARE PROVIDED "AS IS" WITHOUT ANY CONDITIONS, WARRANTIES OR OTHER TERMS OF ANY KIND. ACCORDINGLY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IdeaScale PROVIDES THIS SITE ON THE BASIS THAT IdeaScale EXCLUDES ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS (INCLUDING WITHOUT LIMITATION, THE CONDITIONS IMPLIED BY LAW OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE AND THE USE OF REASONABLE CARE AND SKILL) WHICH BUT FOR THESE TERMS AND CONDITIONS MIGHT HAVE EFFECT IN RELATION TO THE SITE.

LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IDEASCALE, ANY OTHER PARTY (WHETHER OR NOT INVOLVED IN CREATING, PRODUCING, MAINTAINING OR DELIVERING THE SITE) AND THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS OF IdeaScale EXCLUDE ALL LIABILITY AND RESPONSIBILITY FOR ANY AMOUNT OR KIND OF LOSS OR DAMAGE THAT MAY RESULT TO YOU OR A THIRD PARTY (INCLUDING WITHOUT LIMITATION, ANY DIRECT INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OR ANY LOSS OF INCOME, PROFITS, GOODWILL, DATA, CONTRACTS, USE OF MONEY, OR LOSS OR DAMAGE ARISING FROM OR CONNECTED IN ANY WAY TO BUSINESS INTERRUPTION AND WHETHER IN TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), CONTRACT OR OTHERWISE) IN CONNECTION WITH THE SITE IN ANY WAY OR IN CONNECTION WITH THE USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SITE, ANY WEBSITES LINKED TO THE SITE, OR THE MATERIAL ON SUCH WEBSITES, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE DUE TO VIRUSES THAT MAY AFFECT YOUR COMPUTER EQUIPMENT, SOFTWARE, DATA OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING THE SITE OR YOUR DOWNLOADING OF ANY MATERIAL FROM THE SITE OR ANY WEBSITE LINKED TO THE SITE.

NOTHING IN THESE TERMS AND CONDITIONS SHALL EXCLUDE OR LIMIT IDEASCALE'S LIABILITY FOR (I) FRAUD; WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; (II) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE; OR (III) ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED BY LAW.

TRADEMARK INFORMATION

IdeaScale and the IdeaScale logo are registered trademarks of IdeaScale, LLC in the United States. All other IdeaScale trademarks, service marks, domain names, logos, and company names referred to on this Site are either trademarks, registered trademarks, service marks, domain names, logos, company names of or are otherwise the property of IdeaScale, LLC or its affiliates or licensors. In countries where any of the IdeaScale trademarks, service marks, domain names, logos and company names are not registered, IdeaScale, LLC claims other rights associated with unregistered trademarks, service marks, domain names, logos, and company names. Other product or company names referred to on this Site may be trademarks of their respective owners. You may not use any trademark, service mark, domain name, logo, or company name of IdeaScale or any third party without permission from the owner of the applicable trademark, service mark, domain name, logo, or company name.

JURISDICTION; COMPLIANCE WITH LAWS

Access to and use of this Site and these Terms and Conditions are governed by U. S. federal law and/or the laws of the State of Washington, U.S.A. ANY LEGAL ACTION OR PROCEEDING RELATING TO YOUR ACCESS TO, OR USE OF, THE SITE OR THESE TERMS AND CONDITIONS SHALL BE INSTITUTED ONLY IN A STATE OR FEDERAL COURT LOCATED IN THE STATE OF WASHINGTON, U.S.A. YOU AND IdeaScale AGREE TO SUBMIT TO THE JURISDICTION OF, AND AGREE THAT VENUE IS PROPER IN, THESE COURTS IN ANY SUCH LEGAL ACTION OR PROCEEDING.

WAIVER

The delay or omission by either party to enforce or exercise any terms or right pursuant to these Terms and Conditions will not impair any such term or right nor be construed to be a waiver thereof and shall in no way affect the other party's right later to enforce it. Any waiver by either party of any covenants, conditions or agreements to be performed by the other party will not be construed to be a waiver of any succeeding breach thereof or any covenant, conditions or agreement herein contained.

MODIFICATIONS TO TERMS AND CONDITIONS

IdeaScale can revise these Terms and Conditions at any time by modifying or updating this posting, except where other notice or consent is required by law. Your use of this Site on or after the effective date of any such modification or update will constitute your acceptance of these Terms and Conditions as modified and/or updated. These Terms and Conditions were last revised on June 23rd, 2011.